ACC National Capital Region
LIVE ONLY at the offices of Valo Park, 7950 Jones Branch Drive, McLean, Virginia.
8:00 AM Registration and Breakfast Begin
8:30 – 9:30 a.m.
Begin the day with a fresh look at contract boilerplate. Learn and share helpful strategic hints and experience-driven insights that will equip you to get the most from common boilerplate provisions that are often an afterthought in negotiations. In this conversational workshop, we will consider the context in which key provisions are interpreted, including boilerplate in both commercial and corporate transactions, and we will encourage participants to leverage contract boilerplate for strategic purposes, including as tools for risk mitigation.
9:45 – 10:45 a.m. 9:45 - 10:45 a.m.
If your contract counterparty files bankruptcy, you may not be able to extricate yourself, and your rights may be impaired. The damage can be substantial. Considering these issues at the time you first enter into the contract may help minimize this risk. An ounce of prevention is worth a pound of cure! In this session, learn about ways to minimize insolvency risk at the time you enter into a contract. We will discuss what you can do if you are already party to a contract, and your counterparty experiences financial distress. We will also talk about what you can do -- and what you cannot do -- if your contract counterparty files bankruptcy. A “Manual for Trade Creditors” will be provided for participants to refer to on a daily basis.
11:00 a.m.– 12:30 p.m.
You have been negotiating with the other side for a month and making good progress when your own business colleague changes course completely without conferring with you and the new direction is fraught with legal risk. How do you prevent this type of scenario? How do you resolve the situation now that it has occurred? To successfully negotiate agreements with other parties, it is necessary to have an excellent working relationship with your own business units. In this session, learn about a wide variety of obstacles that in-house counsel sometimes confront when interacting with their business units, and the best strategies for handling those situations. We will discuss both proactive approaches as well as how to resolve difficult situations as they arise. We will also discuss how attorneys may sometimes inadvertently undermine their relationship with the business units, and what steps to take to avoid having that occur. A significant portion of this presentation will be interactive and we will encourage audience participation.
12:30 – 1:15 Lunch
1:15 – 2:15 p.m.
In our global economy we are facing more and more negotiations across borders, and even developing standard contracts intended as a “one size fits all” for all global counterparties. In many cases, particularly in common law jurisdictions, a “one size fits all” approach for commercial agreements is almost achievable if the right “size” is selected. In other cases, some basic terms and choices made in drafting agreements may not have the effect sought and/or may be unable to be enforced or implemented. Many of these provisions are very important to in-house counsel including limitations of liability, access to information for due diligence, and enforceability of the agreement and its terms. Our panel of two experienced global counsel (inside and outside) will guide you through a number of important common law and civil law examples which every commercial practitioner should know about in drafting their contracts. A list of “takeaways” will be provided for participants to reference on a daily basis.
2:30 - 4:00 p.m.
Indemnification, representation and warranties and termination provisions are some of the most challenging clauses in most commercial contracts. These common contract provisions frequently generate litigation, either because they are unclear as drafted, or because they operate in an unexpected and undesirable way. This workshop will focus on practical insights from both the corporate perspective as well as a commercial litigators view. This collaborative and integrated approach to drafting and structuring contracts can help reduce the likelihood of disputes. So plan to come with your sleeves rolled up to our decidedly un-fancy, but highly practical, workshop for those whose job it is to worry about getting contracts just right.
See Overview section above.
Credits: 6.0 hours of pending
Members: $100; $50 for members in-transition